Puella Magi Maredoka Magica
by xHeartlessManiacx
Summary: What would you do if you could have any wish granted that you desired, any wish at all, for the simple and one-time price of your soul? Getting the one thing you want most in the world is most certainly worth it, isn't it? Of course it is. Follow the Mane Six as they realize first-hand that magic isn't always what it seems.
1. Chapter 1

_The sound of black boots_ scurrying across marble was the only sound she could hear besides her own strained pants that tried to pass for breaths. Her livid eyes stared ahead in focus, and why they did such eluded even her. She ran, though she didn't understand or attempt to comprehend why she ran- she simply did. Adrenaline was coursing through her very soul, the only thing keeping her body from collapsing of exhaustion.

If her mind wasn't focused on sprinting as quickly as her body would allow, she'd most likely be examining the strange, warped patterns of the floor and walls. The floor was black and white marble, much like a chess board, and the walls bent into forms and shapes that weren't scientifically possible.

_There it is._ She reached a door, a white double-door, much like you'd see at a school or less-expensive church. A green glowing exit sign illuminated it, confirming the girl's thoughts. Resting her hands on the door, she allowed herself a moment to catch her breath. _No. Now isn't the time for rest- there's something beyond these doors that I need to see, and I know that much._

Pushing open the door with all of her might, she stepped into what appeared to be a barren, dusty wasteland. The only thing accenting the ground was shards of five different colors- a hot pink, a calming yellow, an elegant purple, a bold cyan, and a dim orange. She examined them, attempting to piece together what they could possibly mean. Twilight first thought they were simply pieces of shattered glass, but they had to have deeper meaning than that. She couldn't have been so determined, so focused, to find pieces of glass in a wasteland. She wouldn't accept that.

So, she began to follow the trail. It wasn't long before the trail ended, and she came face to face with five bodies.

"Teenage g-girls...?" They each seemed to have colors that matched the shards of glass, and each was wearing a ring with no center. "What..." Twilight felt tears well up in her eyes, but she quickly blinked them away. Now wasn't the time for feelings- now was the time for calculations.

However, she didn't have long to think before a soothing voice called to her. "Miss Sparkle, I take it you're at least a bit confused."

She turned to face the source of the voice, locking eyes with some sort of fox-like creature. "How do you know my name?"

"I know lots of things about you here. It is your mind, after all." The creature leapt from dirtpile to dirtpile, maintaining its eye contact with her. "I'm Kyubey."

"My mind? So this is... this is a dream?"

"Not really. Well, technically, I guess it is." Kyubey sighed and flicked its tail. "You see, something told me I had to contact you. Do you like what you see before you?"

Her eyes flickered from Kyubey to the girls for a split second, before refocusing on Kyubey as she felt the tears threaten to return. "N-no, I don't."

"Would you like to change it?"

Something sparked in her eyes. It was small, and surely not visible from Kyubey's distance, but it sparked. Her navy, shoulder-length hair was blowing softly in the breeze, the lavender and hot pink stripes accenting it. Her bangs slightly obscured her vision, but not to the point of pure annoyance. "I can change it?"

"Of course you can, if you'd like." The creature sounded like it'd be smiling, but its lips kept the same catlike form, never changing. "The power to do so lies within you. All you have to do is make a contract with me... and become a magical girl."

"A magical girl?" Twilight gazed at the creature now, more out of curiosity than anything. "What's that mean?"

Kyubey's tail flicked again, probably happy she was showing interest. "I grant one wish for you, any wish at all, any wish you desire. The price is your soul. You become a magical girl, and you fight witches to protect the world. It's simple, really."

"One wish, huh?" Her own desires began to nip at the back of her head, but she instead turned to the five corpses. "My wish could change their fates?"

Kyubey nodded and flicked its tail again. She longed to be able to read the thoughts behind that emotionless face of its. "It could. So, I'll ask of you again."

"Twilight Sparkle, do you have a wish that you would exchange your soul for?"

Her eyes snapped open to reveal the calming lavender bedroom she'd grown up in. She rubbed her eyes as the wave of drowsiness from waking hadn't passed just yet. Her mind couldn't quite pinpoint what she'd dreamt about, but something was telling her that it was important.

The sound of chimes rang past her ears, and then she remembered. Her eyes went wide as she turned to face Kyubey yet again. "It's not a dream this time, is it?"

"You're correct there." It settled down onto the navy blue rug on her floor, the one that Shining Armour had given her for her thirteenth birthday- the year he moved out to be on his own. "So, have you considered my offer?"

"Considered? I just woke up." However, she'd be kidding herself if she tried to say that the shattered glass and those glazed, lifeless bodies weren't haunting her mind already. "However, I... I do have a wish."

Its tail flicked again, and she felt her eye twitch in annoyance. Was it thinking she was being too hasty? Perhaps it could tell what she was thinking, and knew it'd struck a nerve with those bodies. _Speaking of which, who were those girls? Were they magical girls? What happened to-_

She waited for it to ask her what her wish was, but much to her surprise, it didn't. Kyubey simply sat there on its spot on the rug, staring at her, probably awaiting her to state her wish. "At least allow me to get dressed first. _In private_."

It simply flicked its goddamn tail again and padded out of the room and presumably down the hall. If Shining Armour was still around, she'd have to worry about him seeing it- but since she lived alone, it wasn't really a concern to her. She dressed in silence, deciding on a lavender sweater and a matching skirt, with black tights underneath.

Luckily, it was Sunday, and she wouldn't have to worry about school for the day. She mentally chuckled- her, not being worried about school. That's like saying magic is real- well, she guessed it actually was real, given the magnitude of what she was about to do.

She stepped out into the hallway, Kyubey nowhere in sight. "Where'd you scamper off to?"

"In here," it replied, leading her into an empty room with navy blue walls and a magenta carpet. _Shining's room. I could see why it'd choose here, it's empty and has a lot of space._

"All right, I'm ready when you are, Kyubey." It flicked its tail, however this time she knew it meant agreement, so it didn't irritate her. She closed her eyes and took a deep breath, gulping as the image of the girls returned to her once more.

"I'm not exceptional at much, aside from academics. As I currently stand, if something were to happen to someone I care about, I wouldn't be able to do anything to help them. However, if becoming a magical girl means I'll be able to protect the innocent and prevent the fate I witnessed in my dream... then that is my wish."

Twilight opened her eyes to see a navy blue light radiating from her chest. It pulsed, pounding from inside her, almost as if it threatened to break out. She snapped her eyes shut again, this time in pain, having to bite her lip to keep from screeching in discomfort. As quickly as the wave of pain flooded over her, it passed, and she was able to open her eyes yet again.

In front of her, floating at eye-level, was something that resembled a gem. It was navy blue in color, and looked somewhat fragile; if it were to stop levitating and fall, it'd surely break.

"The contract is now complete. Accept that gem, for it is your destiny."

She reached up and clasped it gently in her hands. The light seemed to explode in a flash of light, seeming to blind her.

She blacked out then.


	2. Chapter 2

Twilight opened her eyes to the soothing color of navy blue. She lay there for a moment on the carpet, simply gazing at the ceiling with tired eyes, but she figured that Kyubey probably had more information for her and she'd rather not keep it waiting. However, when she did finally manage to sit up, it was nowhere in sight.

Perhaps that's what it did- made contracts with girls and then just left them to figure everything else out on their own, but that sounded highly unlikely. It had to at least guide them, correct? _Calm down, Twilight. You're acting like you're the only magical girl I have to attend to._

Chills ran down her spine, mainly due to the thought intrusion._ Kyubey, is this some form of telepathy?_

_Mhm_, it replied, _I'm not too far away from you, so I'm able to communicate with you like this. I wouldn't suggest trying to go for a witch hunt on your own just yet, so wait for me. If your soul gem begins to glow and I'm not around, ignore it. I'm sure Dash will pick it up._

_Dash?_ Twilight was at the height of her curiosity. Who was Dash, and what would she pick up that Twilight couldn't? What did the glowing of a soul gem even mean and how important was it?

_Yes. She's the magical girl that resides in your territory, though she's a bit older than you, so I could see how the two of you aren't acquainted. Be careful not to cross her just yet. I-I'll explain when I get back, just sit tight. Do whatever you'd normally do for now._

She sighed and slowly rose to her feet, feeling a pounding sensation in the back of her head as she did, causing her to lean against the wall to keep from stumbling back over. Her hand instinctively shot to her forehead, no fever, just the throbbing pain. Most likely a temporary side effect of making my... contract... Her hand then moved from her forehead to her pockets in alarm, searching for the navy blue gem she'd remember seeing and grabbing onto just before she'd lost consciousness.

_Kyubey,_ she thought before she could help herself, panic surging through her. The gem was formed when the contract was made, thus it served as some sort of symbol. It was important, and Twilight at least knew that much,_where's my soul gem?_

It took a moment to respond, but it did sure enough. _It's in the form of a star, on a silver chain around your neck. They're easier to keep track of that way._ Her hand shot up to her neck as it spoke, confirming that the gem was there, around her neck. She sighed in relief and simply stood there, leaning against the wall.

She didn't exactly know what to do. On a typical Sunday, Twilight would study or read one of the books on her lineup for the day. However, whenever she attempted to focus her brain on much of anything, they were there again. Those girls... She made her wish to protect them, didn't she? So what got accomplished by sitting around and waiting for Kyubey?

Of course, the logical side of her brain jumped in to stop her from doing anything rash. What was the point of getting killed trying to fight recklessly on her own? The only thing she could do was stand there and gaze up at the ceiling, hoping that Kyubey would wrap up whatever business it had so it could come help her.

She hated feeling so useless.

"You **what**?" Her voice was anything but pleased. This had been Dash's territory for about two years now, and she wasn't about to let some new magical girl waltz in and steal her city, not if she could help it. "What'd she even wish for?"

"That's classified," Kyubey had to leap up off of the garbage can it was positioned on to avoid a bat to the face from Dash, "you know I can't tell the wishes of magical girls. Besides, you don't fight the familiars anyway, so she could take care of those for you."

"She won't be taking care of anything in my territory." She held her cyan soul gem in her hand, examining it. "A bit dull. I'll have to take care of that later." Dash turned away from Kyubey and began walking.

"She hasn't even transformed once yet. Isn't this extremely unfair?"

Dash scoffed, not bothering to turn back to it when she replied, "Fair my ass! Am I just supposed to wait until she nabs a witch right from under my nose? I don't think so. Besides, what better experience could a new magical girl need than an ass-whooping from another magical girl?"

Kyubey sighed, knowing it wasn't allowed to talk Dash out of picking a fight, and simply began following her. It could at least give Twilight some advice, if this fight was inevitable. _She made her wish to protect you and you're fighting her- hm. Another thing about humans I'll never understand._

_Twilight,_ its telepathy called out to her,_ think you can fight? Well, you have to, really._

_What?_ if she'd been actually speaking instead of thinking, her tone of voice would definitely be distressed._What do you mean I have to fight? I thought you said my soul gem would glow when a witch or whatever was nearby._

_Well, yes,_ Kyubey trailed just slightly behind Dash, making sure not to let her in on the telepathy channel, _but the magical girl that has resided in your territory isn't too happy about another magical girl being here._

No reply. Kyubey mentally sighed and evened its pace with Dash then, sensing some type of deep emotion in her eyes.

_I can't let another magical girl in my territory. Not after... not after what happened with her._

Twilight had moved from her position leaning against the navy blue wall of Shining's room to standing in her front yard, the cool breeze of night not doing anything to ease her sweaty palms and racing mind. _Hold on... night? How long was I even out for?_

She shook her head and decided it best not to think about it, or think about much of anything at the moment, besides the fact that there was a magical girl in this town with a lot more experience than she had that wanted her terminated. Her eyes trailed to the sky, searching for some sort of long-lost comfort in the stars. She found none, of course, besides longing to learn how to fly and escape before 'Dash' showed up to fight her.

After a few minutes, or at least it was probably a few minutes- it felt like mere seconds in Twilight's panicked state, the two of them arrived. Kyubey padded in first, sitting at Twilight's side, when Dash jumped in. She landed mere feet away from Twilight. _Hold on a moment..._ The cyan blue necklace, the magenta eyes, the rainbow hair...

_That's one of the girls from my dream!_


	3. Chapter 3

_Twilight stood, frozen still, staring_ at Dash in absolute shock. "Why the hell're ya starin' at me like that? Whatever," Rainbow rolled her eyes and transformed into a breathtaking cyan dress that draped out into a poofy rainbow skirt. A golden lightning bolt materialized in her hair, accented by a dazzling cyan. _That must be her soul gem._ Her outfit was completed with golden boots that stopped just below the kneecap.

A black spear with magenta accents, matching her eyes, appeared in her right hand. In a perfectly executed movement, she pointed it at Twilight, who was still so frozen from shock that she didn't so much as flinch. "Twilight, transform!"

Kyubey's voice was what ultimately snapped her out of her dazed state. She raised a hand toward the necklace containing her soul gem and rested her index finger on it. Suddenly, her body was engulfed in a navy blue light. Her body began to feel numb, as if she wasn't really in it, but merely an observer from the outside. The world she saw as this transformation took place was a combination of dizzy blurs and blinding light, and she was forced to shut her eyes.

When she again opened them, she found that her appearance had completely altered, not leaving so much as a trace to what she was wearing earlier. The only thing still the same besides her hair was the soul gem necklace that still rested comfortably on her neck. She took a moment to inspect her new appearance, not seeming to care that there was a spear pointed directly at her heart a mere few feet away.

She was in a strapless silk navy blue dress that cut off just above the knee, with a pink bow tied around her waist that seemed to compliment the pink streak in her hair. Her shoes were navy blue heels with matching bows to the one on her dress, although a lot smaller. To her surprise, a bow materialized in her hands, with... "Only one arrow?"

"They regenerate with magic," Kyubey replied, leaping up from its spot next to Twilight to the porch, where it could be out of harm's way. Most of harm, anyway. "I'm interested to see how you, a long-range fighter, will deal with Dash, who's more close-range."

As Twilight examined the rather obvious disadvantage she had, she too wondered. _I'll be surprised if I can get a single word in to her before I'm dead._ She gripped the bow tightly, the weapon itself resting at her side. She turned her gaze and her attention to Rainbow Dash, who had at some point lowered the spear to hold it with her left hand. They stared at each other for a while in silence, not even Kyubey getting a word in edgewise. Of course, that didn't last long.

Dash predictably made the first move. Slamming her spear against the ground, she used the momentum to propel herself up into the air. The spear which was now laying on the concrete where she'd slammed it disappeared in a flash of magenta light and reappeared in her hand.

_Okay, that's a trick I didn't think was possible,_ Twilight mentally ridiculed herself. Now wasn't the time for simple observations. If she didn't act fast, that spear would come right down on her head, unless Dash all of a sudden had a miraculous change of heart.

Twilight wasn't that stupid. If weapons could immaterialize and rematerialize whenever commanded, her plan wouldn't all be for naught. Just before the spear reached her, she dropped her bow and leaped out of the way, leaving Dash's spear to instead connect with the concrete.

"You little..." She had to take a moment to recover from that, and Twilight knew that it was now or never. She positioned her hand at her side and closed her eyes, picturing the bow in her hand. In a small and quick glow of navy blue light, sure enough, the bow appeared. She mentally sighed and opened her eyes. _Hopefully I'll eventually be able to do that without having to close my eyes. No, Twilight, focus! That won't matter if you're dead..._ She shook her head, the conflicting thoughts doing nothing besides confusing her.

She readied the bow, luckily knowing the proper way to hold and release thanks to the books she had read. Aim and trajectory patterns raced through her mind, trying to figure out exactly how to fire the arrow before she did. Her eyes briefly glimpsed at the arrow itself, engulfed in a fire the color of her soul gem. She knew she had to wait for just the right moment.

_Think about what you've seen of Dash's fighting style so far. She'll probably jump up for an attack, seeing the arrow aimed directly at her, and I'll be able to angle up and fire. I can't go for any vital points. I want to stun her just enough to get a few words in, not kill her..._

Her calculations proved to be correct in the end. Dash picked up her spear again and leaped, most likely thinking that if she charged head-on, Twilight would shoot. She held back a smirk as she traced Dash's neck, took a deep breath, and fired.

Since she'd been holding the spear behind her head, she hadn't accounted for the fact she wouldn't be able to block as effectively. She couldn't air strafe either, due to the precise way she'd launched herself in the air. She tried to swing the spear forward to hit the arrow out of the air, but to no avail. The arrow hit its mark on a non-vital spot on her neck. Dash gasped in pain and Twilight sidestepped to allow her to crash.

Her spear vanished in the same magenta light, but to Twi's surprise, she didn't make it reappear. She scoffed and yanked the arrow out of her neck, her face twisting in pain. "Why didn't you hit a more vital spot? You had to have known... with the way you aimed," Dash started, having to stop every few seconds to gasp from the sensation she felt, almost numbing her neck, "so why ain't ya finishin' me off? That's why you didn't vitally strike, right?"

Twilight sighed and shook her head, her bow vanishing in a navy blue light. "I didn't want to engage in a fight with you in the first place. I'm not going to finish you off, and I won't follow after you if you flee."

"Me? Flee?" Her voice was both astounded and appalled as she rose to her feet. "This is my territory. Like hell I'd flee and give in because of one arrow from some rookie like you."

_Oh, no, she didn't even listen to what I said about not wanting to fight._ Twilight took a step back, the bow in her hand once again. "Dash. Er, what's your full name?"

Dash rolled her eyes. "Rainbow Dash."

"Rainbow Dash, I don't want to fight you. In fact, it would be easier if we were to work together." By Dash's eyebrow raise, she knew that she didn't believe her. "The bow's only if you choose to continue with this pointless fight. I'm Twilight Sparkle, so you know."

She could see the conflict in Dash's magenta eyes, wanting to reach out and strangle the rookie in front of her for being so bold, but also wanting to not cause any harm to her and actually hear her out. "...I won't work with you. I take pride in what I do, and I'd die before you got the grief seeds from any of _my_ kills." She took a step toward Twilight, causing the girl to raise her bow. "...But I won't kill you, for now. If I run into you again, I'll ignore you. After all, you can pick up the wimpy familiars I don't handle myself."

"However, if I see ya killin' witches in my territory if I'm goin' after it, I'll reap the spoils and then kill you without hesitation. Got it?"

Twilight sighed in response, allowing her bow to vanish. It wasn't exactly the 'sure let's team up' response she was hoping for, but it definitely wasn't a spear to her throat. "All right, I'll agree to that."

With that, Dash took off.

She stood there, staring at Kyubey with a look of both confusion and shock. "I'm just glad that worked out, I guess."

"You'll just have to be careful, unless you want to die before your wish is fulfilled."

She gulped at that. "We'll all live... me, Dash, and the other four I saw." Her voice was wavering, unsure if even she believed in herself, but she had to.

If she didn't have faith in herself, who would?


	4. Chapter 4

Lying on the floor of her bedroom, Twilight kept her gaze on her soul gem that was held securely in the palm of her hand. It seemed duller than before by just a bit, and she wondered why. Of course, that wasn't the only thought nipping at her brain like a parasite- she couldn't help but feel she should have pushed harder for everything to go well with Rainbow.

A certain dimness lingered in her eyes, much like the duller shade of her gem. "Kyubey, should I have tried harder? I let the adrenaline of battle go to my head, and…" She sighed and allowed her mind to wander, which proved to be a horrid mistake, as Rainbow's corpse made its way into her thoughts. Twilight felt a pang of sadness come over her, and there was something like guilt mixed in there as well. Guilt that she was responsible, and that Dash's life was in her hands, and she was afraid that she'd let it slip.

It was resting comfortably on her bed, lying atop one of her fuzzy lavender pillows. "There's nothing more you could have done. You have to come to terms with the fact that Dash is ignorant to the fate you witnessed, nor does she have any knowledge as to what you wished for." It got up, stretched, and then leaped to land beside Twilight. "Your wish didn't affect the girls' thoughts and feelings. It won't be all friendship and magic trying to recruit and protect them."

She traced the intricate designs on her gem with her left index finger as she spoke, not even so much as turning to acknowledge Kyubey. "I know." _I say that, but the truth is… I did think that they would just become my allies without so much as a second thought._ Her eyes closed and her gem transformed back into a necklace. She sat up then and put it on, glancing at Kyubey with a mixed look of determination and fear. "I'm scared, scared of them rejecting me like Rainbow."

"I'm also afraid of them not believing that all I want to do is protect them. I'd like it if they teamed up with me, but as you said... magical girls aren't really designed to work together." She jumped up, rising to her feet, a newfound energy in her step replacing the dismal thoughts from earlier. That's when her gaze floated to her clock, and she realized it was about one in the morning. "Oh, no, I have school in a few hours..."

As she said that, a faint ringing sound from her soul gem interrupted her. "That'll have to wait," Kyubey responded, flicking its tail, "that glow means there's a witch nearby. We should be careful, too. If Dash is still in the area, she's noted it too. And you should remember, from your encounter with her earlier..."

"That she isn't the type to let her prey get away."

She had noticed it, as Kyubey predicted, however her response was the opposite of what Twilight would have expected. She was lying lazily in her bed, eyes glued to the television, some sports recap program on. She'd wanted to go after it and show Twilight how a _real_ magical girl fights- and then kill her, of course, for going after prey in her territory. However, by the way her soul gem was ringing, she could tell from years of experience that it was a Familiar. She didn't go after anything that wouldn't reward her accordingly; no grief seed meant no Dash.

_Besides, it wouldn't be fun to take her on all-out if she didn't even have experience fighting_ Familiars. _She'd go down in ten seconds flat, and then where would my victory lap be? It'd hardly be a victory in my books._ Sighing and biting down on an apple she'd had placed on the nightstand beside her, Dash shook the thoughts away and decided not to worry about it.

She flicked the television off, her mind too distracted to pay solid attention to it. Besides, the opposing team had just scored anyway, and she didn't feel like letting sports disappoint her today. She rolled lazily out of bed and onto the floor, standing up and then quickly making her way to the window. She slid it up and climbed outside onto the roof, letting her back slouch against the brick wall of her house.

Chilling out on her roof and gazing at the night sky was somewhat of a pasttime for Dash. "Calm an' peaceful, just the way you loved it. You'd run for hours nonstop on nights like these, then we'd come out here and talk until we passed out. _Those_ were the days..."

She caught sight of it then. Even with her gaze shifted upward and her thoughts elsewhere, she still saw it. A girl with long pink hair in a bright yellow dress, making her way down the street as agile as a rabbit. Usually, Rainbow would ignore nighttime joggers because she _was_ one. However, one thing made her curiosity peak. A yellow bracelet was on her right wrist, a pink gem in the middle of it.

Of course, Rainbow knew it was no ordinary gem. But what would a magical girl- scratch that, what would a magical girl _who wasn't her_ be in her territory besides that nuisance Twilight? _Unless..._

"Don't tell me it's what I think it is."

They began their trek through the silent and barren city streets, following where her gem showed her to go. Twilight had never been out this late, as usually she'd be asleep or in her room studying at this time, but this was somewhat of a special circumstance. Kyubey had suggested they walk at first, then pick up the pace as the glow got brighter, because that meant that the witch was closer. Twilight agreed without a second thought.

She had to admit that if they weren't tracking something that put the town in possible danger, she would have liked to brought a book with her, to read in the cover of night's sweet embrace with none of the usual annoyances to distract her. She knew it wasn't an option however, and they simply kept on walking.

"Do you think Rainbow Dash will show up?"

"Probably not. As we approach, I'm realizing it's a Familiar we're dealing with, not a witch. It doesn't drop any grief seeds, so Rainbow normally doesn't bother to take care of those until they become witches."

"Wait," Twilight prodded, "if she doesn't take care of them, doesn't that leave innocent people in harm's way?"

"That it does."

"So why-"

"Twilight, as much as I'd like to give you an answer, I don't know what goes through her mind. I'm not her." The glowing of the gem intensified, and to follow suit, they picked up the pace. "What she does is not my place to interfere or comprehend, I simply go along with it. As long as what a magical girl does doesn't break the rules that I know of, I technically can't interfere."

They were both silent for the rest of the run, Twilight deciding it best not to ask any more questions, and Kyubey not seeing the need to give answers that weren't wanted.

Soon enough, they reached what Kyubey refferred to as a grief seed. It was apparently not the same as the seeds witches dropped, as you couldn't just take them. "Touch the seed, and we'll be transported to the labrynth of the familiar that resides in it. You go first, and I'll follow right behind."

Twilight nodded and tapped the seed with a fingernail, sucking her inside. Kyubey instead turned and addressed seemingly no one- "What are your intentions, miss Shy?"

As if in rhythm with Kyubey's question, out of the shadows came the girl that Dash had seen running. "You know that she can't handle this on her own, don't you?" She simply nodded. "I see. Do whatever you'd like, then. I was just a bit curious."

"You should get going or she's going to get worried."

Kyubey simply turned and leaped into the labrynth, leaving the girl standing there, pondering whether it'd be wise to trail just behind them or wait a bit longer to go in.

"I can't fail one of her kind again."


	5. Chapter 5

When Twilight had felt herself being sucked inside of the labrynth, an immediate feeling of unease washed over her. She wondered why Kyubey hadn't just come along with her in the first place, however she knew it wasn't her place to question.

The flash had blinded her in a bright white light, then she simply felt numb, and then there came the darkness. She could move her body, and it was apparent to her that she wasn't on solid ground, but she wasn't falling so to speak. It was as if she were floating with some sort of blindfold on blocking the view to her surroundings. Unless her only surrounding _was_ the darkness, in which case Twilight had neither a plan or a response to.

Soon enough, a confused voice sounded next to her, too close for any sort of comfort, not that it honestly would have provided any at a further distance. "Why are you just floating here? There's a Familiar to kill."

"Do you think if I knew how to get to it, I'd still just be floating here?"

"Oh, right." Kyubey flicked its tail and leaped back from Twilight, landing on thin air. "Transform and you should be able to see it."

Twilight sighed and pulled her soul gem out of her pocket, mentally scolding herself for not turning it back into a necklace before she'd entered the labrynth. She positioned it close to her heart and held it tight, the indigo light enveloping her as it did before, though it still had the dimmer touch to it. The silk dress and heels appeared again, materializing from her very soul. However, she allowed the bow to float somewhere in material space, awaiting her summoning.

As Kyubey had said, she did notice it then- a small white orb floating a few feet away from her. Why she could only see it when she was tansformed was beyond her, but the logic of magical girls didn't make much sense at all to her, so she decided to just not question this kind of thing. She could move her arms and legs, yes, but physically she couldn't move the location of her body itself. Twilight glanced nervously at Kyubey, wondering if she was doing anything wrong, but it had nothing to say to her.

Being encased in an endless pool of darkness was beginning to take its toll on both Twilight's patience and stability. The white orb was just out of her arm's reach, her fingernail only inches away from accomplishing reaching it. Was there some moving trick she didn't know how to do, or was she simply supposed to wait for the orb to come into her reach? She tried to lose herself in thought, as perhaps visioning the orb floating to her would cause that to happen- oh, who was she kidding?

She could have sworn she saw a blur of pink and yellow whiz past her and the orb in a downward path, but Twilight shrugged it off as her mind playing tricks on her. After all, she had been floating in the blackness for quite some time now. Trick or not, the orb was making rapid movement in her direction. With a quick extend of her arm, she grasped it, not knowing what it might do but simply clinging on to the hope that it would banish the abyss and she could finally make some progress on this hunt.

The light began to expand ever so slightly, as what was only as big as Twilight's palm had extended its glow to be a bit larger than her hand. She closed her eyes, as she wasn't sure how quickly the light would continue to illuminate, if it chose to do so at all. It did at a rapid, almost too quick to track pace, as after the initial growth it needed not so much as a spark to ignite the entire abyss in cherished and much welcomed light.

She wasn't exactly sure what she triggered, but whatever it was must have affected the gravity of the place as well as the lighting, as she found herself plummeting to a dusty ground below. Or at least, she thought it was dust. "K-Kyubey, what do I do?"

The creature had no words for her, instead it simply gazed to the right, where it appeared marshmallows with red eyes, fangs, and what looked to be bat wings were gathered. "Oh, if I could get one with an arrow, I could agitate them and hopefully ride one to the bottom. Oh, my, there's a lot of flaws in that plan..." She bit her lip in frustration and summoned her bow to her grasp.

_Calculating how close to the ground I am... there's no room for error. I've only got one shot._ Taking a deep, slow breath, she drew back her bow, the flaming indigo arrow's end at her cheek. She visualized the outcome before she shot, to mentally guarantee a hit. It didn't _actually_ mean her hit would land, though, and she knew that. She was falling, and they weren't. They were almost so high from her now that they would be out of her sight; vice-versa, she would be out of theirs.

Knowing there was no time left to think, she shot. Luckily, she managed to graze one of them in the wing, which was somehow enough to send them in an enraged fury towards her. She mentally panicked, knowing that the bow or just one arrow wouldn't be enough for what she wanted to do. She envisioned a sling of arrows on her back, not sure if it worked like that.

It didn't.

They were almost upon her, and she couldn't fight back all of them with her current arsenal, no matter how she looked at it. Even if she managed to get on top of one of them, the others could easily overpower her with one measly arrow, or at the very least push her off. But she knew that this wasn't the sort of plan that could be ditched halfway through its execution: it was do or die.

She knew full well that it probably wouldn't be do. However, even knowing that, she wasn't about to lay down and die, whether it be the attackers or the ground that claimed her. There was no time to think of another attack plan that could save her- it was all up to her instincts now. As they swarmed around her at her sides, she realized they'd forgotten to block out the most key area, which was above. The bow disappeared, freeing her hands for what she needed to do. She extended her arms, resting her hands above two of the marshmallows, one on each side. In one quickly executed move, she brought down her hands as hard as she could and used the momentum to propel herself above the marshmallows.

That was tricky enough on its own, what with gravity not exactly playing in her favor at the time, but she realized she'd now have to make a safe landing on one of them. They were glaring up at her with enraged eyes- all except for one, which seemed frozen in place yet managed to float along with the group. She didn't and wouldn't question it, for she knew that could be the only way she'd save herself. She landed shakily on one of the angered marshmallows, quickly and momentarily stunning it with a hit to the eye from her bow before leaping to the next.

She didn't even bother stunning that one, noticing how the rest of the pack looked ready to swarm her at any moment. After a few more leaps and her almost missing the one, which could have easily sent her falling to her death, she made it to the stationary one. Her heel didn't even indent its surface as it had the other ones- solid and frozen as a rock, though Twilight had absolutely no idea how that was even possible.

The pack was on the offensive now, the one she'd stunned managing to send the pack into even more of an enraged frenzy than before. She mentally cursed at not thinking that one through, but there was nothing she could really do about it now but re-call forth her bow and prepare for the oncoming attack.

Within a few seconds, she realized just how much of a tight spot she'd gotten herself into, and it certainly didn't help that Kyubey seemed to have disappeared into thin air. She managed to fight one off with an arrow to the wing, causing it to limp away weakly. The faint glimpse of hope sparked in her eyes, probably thinking that if she could just hit them all in their wings, they would be down for the count.

Of course, that required them to not be circling around her, the occasional snap of malicious fangs in her face. One of them even lashed out at her leg, causing her to wobble about frantically, closing most of the distance between her and the pack. The grip she had on her bow tightened in fear- was it over for her?

"She isn't close enough to the bottom for me to let her handle things herself... Rats," The magical girl now identified as Shy whispered, scoffing in aggravation. "And I can't jump in there and simply take them out, because I could hit her... Ugh."

Having identified the only real possible solution, Shy summoned a shotgun in a dazzling pink light; Twilight might have noticed it if she hadn't been too distracted with the onslaught she had herself stuck in. She aimed the gun at one of the wings of the stationary marshmallow, taking a calm breath and pulling the trigger.

Even the most solid of marshmallows goes down if its wing is injured, and the one Twilight had secured was no exception. It drew back just enough for her to unluckily lose her footing and go plummeting once again toward the ground below. Shy closed her eyes and focused, a pale yellow ribbon enveloping Twilight, cushioning her fall onto the dusty ground.

Without even so much as checking to make sure Twilight was all right, she leaped into action, summoning dozens of shotguns out of seemingly nowhere. Twilight watched on in both awe and shock as all of the marshmallow pack at once were barraged with a shotgun onslaught, wiping them all out in virtually no time at all. Shy sighed in relief and cautiously stepped towards Twilight, who couldn't believe what she had just witnessed.

_Be calm, Twilight. Apply logic. So another magical girl followed me in here and just saved my life, and while that may be true, I'm all tied up... She could kill me if she wanted._

Instead, to Twilight's surprise, the girl leaned down beside her and smiled a warm, honest smile. "I'm Fluttershy."


	6. Chapter 6

It wasn't long after Fluttershy introduced herself that the ribbon encasing Twilight vanished. "Sorry, but I had to get you out of there so I could take care of things." Twilight scanned the girl's demeanor for any signs of deception, afraid that she might be hiding something. However, Shy really did appear to be as honest as she seemed.

"I-It's fine. Thanks for saving me," she managed to stutter out, though between the fear she still felt and the shock of almost dying, it probably wasn't that comprehensible. She got to her feet and returned her gaze and thoughts to Fluttershy, and that's when she realized it.

_It's... It's another one of the girls from my dream!_ The paralyzing shock she had felt when meeting Dash for the first time wasn't there, but was instead replaced with a feeling of relief as well as encouragement. _At least she seems like she'd be more open to the idea of working together then Rainbow does._ Fluttershy extended her arm to shake Twilight's hand in greeting, to which she quickly obliged.

The happy feeling of support quickly faded as Fluttershy gazed around with alert, focused eyes. "Come on. We still haven't killed the Familiar; it's lurking close." Twilight swiftly nodded her head, and the two were off, with Fluttershy leading her as if a mentor.

They didn't get too many steps in before they noticed a single marshmallow floating just a few feet above them. "Twilight, would you like to take this one?" She searched for any sign of doubt in Fluttershy's voice, but surprisingly heard only encouragement.

"S-sure," she maintained a look of confidence as she summoned her bow, but her quivering hands and stuttering voice betrayed the mask of calm she attempted to portray. She steadied her bow, aiming for the wing of her target, and fired. It strayed a bit, barely grazing its wing, instead only enraging it and not inflicting any of the damage she had hoped.

Fluttershy bit her lip in worry as the marshmallow bat flew rapidly toward Twilight, but allowed none of that fear to show as she commanded the rookie. "Stay calm! If you let fear take over, it'll only make matters worse." Her lively blue eyes examined the situation, gauging how much of a chance Twilight had to pull this off. "It's coming in too fast and its wings are flapping too much for you to get a good wingshot. Aim for its forehead; that should do it."

With her mentor's reassurance, she steadied again. Luckily it seemed that the shaking of her hands had ceased, and she was able to focus. Inhaling slowly and then taking a long breath out, she fired. She had aimed for right in between its eyes, the closest bet she had. The arrow hit its mark and the marshmallow disappeared in an indigo light.

"Great job! You did well under pressure," Fluttershy remarked, a smile on her face, "now come on. You probably won't be able to handle the Familiar alone even with my guidance, so we'll do it together." Twilight nodded and they were off once again, but only after her bow vanished.

That left her. Rainbow Dash stood transformed a mere ten or so feet behind them, as there wasn't much room to hide or conceal oneself in this sort of labrynth. "It _is_ her..." she whispered under her breath, clenching her fists as she did so. "I don't like Twilight in my territory as much as the next magical girl, but..." the last part was so faint she could barely hear herself say it. "...Not even she deserves to go out like that."

Fluttershy and Twilight stood at the opening to the heart of the labrynth, determined looks on their faces and weapons at the ready. "So here's the plan. I'd love to have you on the front lines with me, but that's way too risky. I want you to stay back here and fire arrows when you think it's neccesary, all right?"

Part of Twilight wished to assist her closer, to be by her side to ensure nothing happened to her. _Although, she does have a point. I'm in more danger here then she is, and I'd just get in the way..._ She sighed and nodded, ensuring that she'd stick to the plan.

"Great." She examined the door to the heart of the labrynth, which appeared to be made out of chocolate squares. She summoned one of her shotguns and blasted through it, the fragile door breaking apart easily. The gun vanished as quickly as it had appeared and without a glance back at Twilight, she leaped through.

Twilight summoned her bow and squinted, not drawing back an arrow but holding her bow in place should her swift assistance be needed. She doubted it. "Fluttershy's obviously a professional. But I'll still back her up in any way that I'm able. After all..." She watched as Fluttershy came face to face with a creature that looked identical to the marshmallow bats they'd fought earlier but much, much larger. "...My wish hasn't come true."

A smile crept up on Shy's face as she gazed over her target. "Easy enough to take out," she whispered, then remembering that Twilight was backing her up, "but I probably shouldn't just blast it to smithereens. She needs this practice."

With a sigh, she began to run. Dashing first to the left as the bat swooped one of its wings at her, she proceeded to roll until she was safe enough a distance to take a few moments to recover and get back on her feet. As she rolled, she felt some of the dirt get into her mouth. She prepared herself for a foul, earthy taste, but was instead met with a rich and powdery flavor.

She took a moment to examine it. "Chocolate powder? Interesting," she noted before leaping back up to avoid a wing to the face. _I could easily get behind it to finish it off, but that would destroy the point of having Twilight kill it. However, she probably wouldn't feel accomplished if I just let her take it._ Mentally rolling her eyes, she began to circle the Familiar while both avoiding its wings and formulating a plan.

The only way she could think that this would work is if she could fake a slip-up and shout to Twilight for help. Otherwise she'd end up doing it herself and leaving her 'student' disappointed. She circled around to the front and leaped up, summoning a shotgun as she did. As planned, the summon was just a bit too slow and the bat swatted her to the ground like a fly. The pink light that had been materializing into Shy's weapon ceased and vanished.

"Fluttershy!" Twilight screeched out, fear in her voice. She could get back up from a hit like that... right?

Fluttershy coughed weakly to add effect. "Twilight, take it."

Her eyes went wide and she practically froze. Fluttershy lay unmoving, and if one of them didn't act fast, Fluttershy was in serious danger. However, her lack of experience caused Twilight to stand there in her shock. That is, until a familiar voice called from beside her.

"What the hell are you doing?"

Twilight gasped and turned to face none other than Rainbow Dash. To her surprise, the girl had no weapon at the ready. She walked past Twilight, barely acknowledging her, and instead leaped down to land beside Fluttershy. "...I should have known you'd do this again."

Fluttershy got up into a sort of awkward kneeling position. "You were watching, and you knew she would have died if I hadn't helped her."

"Helped her? Oh, is that what you call it? Is that what you called it when you let _her_ die?" Dash's voice was both frantic and menacing.

Twilight stepped forward, listening in on the conversation with heightened curiosity, but the fear still lingered. The longer they stood there bickering, the more danger they were essentially getting themselves into. She pondered shooting it, but couldn't. Even as she readied an arrow, she couldn't.

The magenta-accented black spear that Dash had used in her strife against Twilight materialized in her hand._Is she going to strike Fluttershy!?_ Her thoughts were answered, as if Dash had read her mind. "Whatever. I'll kill this thing so you don't have to keep up that pathetic ruse."

She walked over so she was facing the bat head-on, then backed up so she was against one of the candy-constructed walls. Dash then swiftly rushed forward with speed that didn't betray her name, and used her spear to catapult her up above the marshmallow bat and land on its head. _Hey! I know that move... she used it on me during our fight! But... ruse? What'd she mean by that?_

Dash rose her spear and brought it down forcefully onto the Familiar's head, causing it to vanish in a stunning magenta light. The labyrinth quickly faded soon after, and that left the three of them back on solid ground.

The three of them transformed back to normal almost instantaneously. The moon illuminated them and the surrounding areas, the faintest trickle of dawn peaking out over the horizon. Fluttershy got to her feet, Twilight rushing to her side and putting a hand on her shoulder as she did.

"Are you all right? You're not hurt, are you?"

Fluttershy shook her head. "I'm perfectly fine, Twilight, thank you." She turned her gaze to Rainbow Dash, who was relentlessly glaring at her.

The awkward and somewhat malicious loom of silence continued on for quite some time before Twilight broke it with one simple yet effective question.

"Do you two know each other?"


End file.
